Terms of Service

Wander
Technologies, Inc.

Terms
of Service

These
Terms of Service (this “Agreement”)
set out the terms on which Wander Technologies, Inc. (“Company,”
“we”
or “us”)
will provide access to and use of certain services available on or
through its websites, including whim.social, and/or software
applications or mobile applications, including the Whim application
(collectively, the “Service”)
to you, a user of the Service (“you”
or “User”).
You should read this Agreement carefully. By indicating acceptance
of this Agreement or by otherwise using the Service, you are entering
into a legally binding agreement with us (and you hereby represent
that you are of legal age, and are otherwise fully able and
competent, to enter into a binding agreement). If you are using the
Service on behalf of an organization, you represent that you have the
right to bind such organization to this Agreement, and the terms
“User” and “you” will include both you, the individual user,
and such organization. If you do not agree to these terms and
conditions, you must not use the Service.

THIS
AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY,
AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT
BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT
CAREFULLY.

Nature
of the Service.

1.1 General.
The Service allows Users to access certain information or other
content (which may include data, text, photos, video or other
materials or content) related to recommendations, travel, tourism,
social exploration or other topics. It may also permit certain Users
to create, upload, store and/or transmit to other Users certain
information or other content (which may include data, text, photos,
video or other materials or content) (collectively, “User
Content”).
Your User Content may also be referred to as “Your
Content”
herein.

1.2 No
Endorsement. We make
no representation, warranty or endorsement regarding any User or the
authenticity or validity of any User Content displayed in connection
with the Service. We are under no obligation to verify the identity
or background of Users or User Content, and all Users should be
careful and exercise caution in entering into transactions or
otherwise interacting with other Users. By using the Service, you
agree that the sole remedy for any damage or harm inflicted by other
Users will be limited to claims against such Users, and that you will
not seek monetary damages or any other remedy from Company in
connection with such events. Any reliance on the material or
recommendations on the Service is at your own risk, and we
specifically disclaim all responsibility for any liability, loss or
risk, personal or otherwise, that is incurred as a consequence,
directly or indirectly, of the use or application of any of the
contents of the Service.

1.3 Children.
The Service is not directed to users under the age of 13. The
Service does not knowingly collect personal information from children
under the age of 13. If you are under the age of 13, you are not
permitted to register as a User or to send personal information to
Company.

Registration.
In order to use certain parts of the Service, you may be required
or permitted to provide us with your first name, last name, title,
name of organization, hometown, date of birth, email address,
mailing address, phone number and photograph, create a password and
register with us. To the extent
you are using the Service on behalf of an organization, you may need
to also provide us with information in order to confirm, or permit
us to confirm, any relationship between you and such organization.
We may also request additional information from you. You represent
and warrant to us that you will provide us with accurate, current
and complete registration information. You are responsible for your
registration, and for all use of the Service using any User
credentials or passwords issued to you or chosen by you. You will
keep all such credentials and passwords confidential.

Fees
and Orders. The
Service, or certain features of the Service, may be available only
if certain subscription fees or other fees (collectively, “Fees”)
are paid by you, or for your benefit (e.g., we may permit a third
party to pay certain Fees for your benefit). If you purchase any
subscription plan for the Service or certain features of the
Service, you must pay any applicable Fees. You will provide us (or
our designated third-party payment provider) with accurate and valid
credit card or other payment information and update your credit card
or other payment information in the event any information provided
becomes invalid or incomplete. If any charge is rejected by our
bank or payment providers, you are still liable to pay the Fees. We
retain the right to charge interest on any overdue balance at the
rate of 1.5% per month, or the maximum amount permitted by law (if
lower). You will also be responsible for our reasonable costs of
collection, including attorneys’ fees, if we deem it necessary to
take any legal or administrative action to collect unpaid Fees. We
reserve the right to accept, refuse or cancel any orders placed
through the Service, without liability or justification. We will
refund you in case your order was cancelled by us after your credit
card or other payment method has been charged.

User
Content. You retain
your rights in Your Content, subject to the rights granted below and
our rights in Our Property (as defined below). You hereby grant and
agree to grant us a worldwide, non-exclusive, perpetual,
irrevocable, royalty-free, fully-paid, transferable license, with
the right to sublicense through multiple tiers, to copy, edit,
modify, adapt, publish, transmit, distribute, prepare derivative
works, perform, display, use, and otherwise exploit in any manner,
Your Content in connection with operation and promotion of the
Service and any other purposes reasonably related to the Service or
our business. To the extent reasonably necessary or appropriate to
effect or support the license granted by you above, you hereby waive
and agree to waive (or if not waivable, agree not to assert) any
rights of privacy or publicity, or any moral rights or other similar
rights, with respect to Your Content.

You
also hereby grant and agree to grant each other User a worldwide,
non-exclusive, perpetual, royalty-free license to access, copy and
use Your Content which (a) you transmit to such User via the Service
or (b) you post within any public forum or similar area of the
Service that is available to Users generally, in each case solely for
such User’s own personal non-commercial purposes (or in the case of
a User that is an organization, for such User’s own internal
business purposes, excluding for clarity any right to distribute or
otherwise commercialize Your Content per se) (the “Specified
Purpose”), in
accordance with the terms and conditions herein.

You
agree that we are not responsible for any use or disclosure of Your
Content by other Users or any third party who gains access to it
through the Service (which may include unintended activities by third
parties, such as by hackers).

You
represent and warrant that you own all proprietary rights in Your
Content or, with respect to any of Your Content you do not own, that
you have the full authority and right to create, upload, store and/or
transmit Your Content, and to grant the licenses and rights you have
granted in this Agreement, and that your creation, uploading, storage
and/or transmission of Your Content, and the exercise by us and other
Users of the licenses and rights granted by you herein, shall not
infringe any third party intellectual property or proprietary rights,
nor violate any rights of privacy or publicity, nor be defamatory,
libelous, vulgar, profane or obscene, nor violate any law or other
right, privilege or interest of any third party.

We
do not control User Content, and we are not responsible for its
content, accuracy or reliability. We are under no obligation to edit
or control User Content, although we reserve the right to review, and
take certain actions with respect to, User Content in accordance with
this Agreement, including the Privacy Policy (as defined below). In
the event that we deem, in our sole discretion, any User Content to
be inconsistent with the terms of this Agreement, the Privacy Policy,
or any other rules or policies we may publish from time to time, we
may remove such User Content from the Service, including incomplete
posts, duplicate posts, or any other User Content we deem, in our
sole discretion, to be misleading or otherwise inappropriate.
Without limiting the above, we may in our discretion make certain
modifications, additions or other changes to the recommendations,
comments and other posts you create (collectively, “Posts”),
which may include auditing the Posts in order to maintain certain
quality standards, correcting spelling or grammatical errors or
factual misstatements, adding notes or photographs, or displaying
advertisements or other sponsored content on, with or alongside your
Posts.

On
termination of your account, or this Agreement, we have no obligation
to return any User Content to you, so you should retain copies of all
of Your Content.

In
addition to and without limiting any other rights herein (including
in the Privacy Policy), you also grant us the rights to (i)
de-identify Your Content (i.e., to remove your name and other
identifying characteristics, consistent with applicable laws and
regulations), (ii) use or disclose de-identified data for any
purpose, and (iii) allow us to share de-identified data with third
parties.

Our
Ownership Rights.
The Service, including all aspects of Company’s websites and
software applications and mobile applications (including Our
Property), is the property of, and owned by, Company or its
licensors. All the software, algorithms, functionality, inventions,
concepts, text, images, sound, music, videos, marks, logos,
compilations, content and technology used to deliver the Service or
otherwise embodied in, displayed through, or provided directly or
indirectly (e.g., emails or other communications from us to you)
via, the Service are “Our
Property.”
For clarity, any formats, templates, methodologies, rules,
algorithms and software used to create Your Content are Our
Property. Except as otherwise expressly permitted by this
Agreement, any use, copying, making derivative works, transmitting,
posting, linking, deep linking, framing, redistribution, sale,
decompilation, modification, reverse engineering, translation or
disassembly of Our Property is prohibited. You acknowledge that Our
Property has been created, compiled, developed and maintained by us
at great expense of time and money such that misappropriation or
unauthorized disclosure or use of Our Property by others for
commercial gain would unfairly and irreparably harm us in a manner
for which damages would not be an adequate remedy, and you consent
to our obtaining injunctive relief to restrain any breach or
threatened breach of this Agreement, without any requirement to post
bond. You may be subject to criminal or civil penalties for
violation of this paragraph.

The
marks WHIM, and any associated logos, are
registered or unregistered trademarks or service marks of Wander
Technologies, Inc. or its licensors. You may not use them, or
any of our other marks or logos, in any manner, including any use
that is likely to cause confusion or that disparages or discredits
us, without our consent. The Service may also feature the
trademarks, service marks, and logos of third parties, and each owner
retains all rights in such marks. Any use of such marks, or any
others displayed on the Service, will inure solely to the benefit of
their respective owners.

Subject
to the terms and conditions herein, we grant you the non-exclusive,
limited, revocable right to access and use Our Property solely to the
extent necessary for you to use the Service for your own Specified
Purpose, as permitted by this Agreement. We reserve all other
rights. For clarity and without limiting other obligations herein,
Users shall not distribute or otherwise commercialize Our Property.

Use
of the Service. You
must comply with any rules and policies about use of the Service
that we publish from time to time. These rules and policies will be
available on the Service. Certain features, pages or content within
the Service may contain supplemental terms of use, to which you must
agree in order to use the relevant features, pages or content.

Subject
to the terms and conditions herein, you are permitted to use the
Service solely for your own Specified Purpose.

You
must not (a) create, upload or transmit Your Content if you do not
have the right to do so; (b) create, upload or transmit Your Content
or use the Service in any way that would violate any law or the
rights of any person; (c) impersonate any person or entity, or forge
or manipulate headers to disguise the origin of any of Your Content;
(d) except as otherwise expressly permitted by this Agreement,
harvest or otherwise collect information about others from the
Service; (e) take any action that imposes or may impose an
unreasonable or disproportionately large load on the Service or its
infrastructure, or bypass any measures we may use to prevent or
restrict access to any portion of the Service (or other accounts,
networks or services connected thereto); (f) use manual or automated
software, devices, or other processes to “crawl,” “scrape” or
“spider” any of the Service or otherwise to copy, obtain,
propagate, distribute or misappropriate any information or other
content from the Service, including any of Our Property; (g)
distribute or otherwise make available any information or other
content obtained through the Service to any third party, except as
expressly permitted herein; (h) otherwise interfere in any manner
with the use or operation of the Service; (i) abuse the Service’s
chat, message board, comments, recommendations, ratings or review
features or sections; or (j) use the Service in the development,
directly or indirectly, of any product, software or service that
offers any functionality substantially similar to, or competitive
with, the Service.

Your
Content must not: (i) be libelous, vulgar, defamatory, threatening,
abusive, scandalous, obscene, pornographic or unlawful or encourage a
criminal offense; (ii) contain material from other copyrighted works
without the written consent of the owner of such copyrighted
material; (iii) infringe any copyright or violate any property
rights, rights of privacy or publicity, or any other rights of any
third party; (iv) contain any software viruses, malware, spyware or
any other code, file or program that is designed to interrupt,
destroy or limit the functionality of any computer software, hardware
or telecommunications equipment; (v) contain a review or any portion
thereof that you were paid to write either directly or indirectly; or
(vi) except as otherwise expressly permitted by us in writing,
contain any advertising, promotional, solicitation or other
commercial material.

We
reserve the right (but are under no obligation) to investigate any
claim that User Content or use of the Service does not conform to the
terms and conditions of this Agreement, and to remove User Content
from the Service or terminate your account for breach of this
Agreement.

Social
Media. From
time-to-time, we may offer functionality on the Service permitting
you to connect the Service to your Facebook, Twitter, Instagram or
other social media accounts (“Social
Media Accounts”).
If you choose to connect your Service account with any Social Media
Accounts, you will be able to take advantage of various social
features Company may already have or will be creating, as part of
the Service, as well as features available on such Social Media
Accounts. These features will generally be designed to share
information with others. For example, your friends and others who
have access to view information about you on Facebook may be able to
see (on Facebook and on the Service) that you are a user of the
Service, and other information about your use of the Service. You
may also be able to see similar information about your Facebook
friends who are users of the Service. Please pay careful attention
to your relevant Social Media Account settings in your Service
account as well as your privacy settings in your Social Media
Accounts which will impact this feature, when available, and may
give you some control over the information that is shared and with
whom it is shared.

BY
CONNECTING YOUR SERVICE ACCOUNT TO ANY SOCIAL MEDIA ACCOUNT, YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS
RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO THE RELEVANT
SOCIAL MEDIA ACCOUNT (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON
SUCH SOCIAL MEDIA ACCOUNT AND YOUR SETTINGS ON THE SERVICE). IF YOU
DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, PLEASE
CHANGE YOUR SETTINGS APPROPRIATELY. Company and social media sites
are continually making changes and improvements to this feature, and
therefore the available features and information that are shared may
change from time to time. These changes may take place without
notice to you and may not be described in this Agreement.

Feedback.
If you provide to us (directly or indirectly, and by any means) any
comments, feedback, suggestions, ideas, or other submissions related
to the Service (collectively “Feedback”),
the Feedback will be the sole property of Company. We will be
entitled to use, reproduce, disclose, publish, distribute, and
otherwise exploit in any manner, all Feedback, without restriction
and without compensating you in any way. We shall have no obligation
to maintain any Feedback in confidence, or to respond to any
Feedback.

Warranty Disclaimers and
Limitations of Liability.
THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. WE EXPRESSLY
DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii)
THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL
ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR
OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY
OF ANY INFORMATION OBTAINED FROM THE SERVICE OR OUR PROPERTY. We
may pause or interrupt the Service at any time, and you should
expect periodic downtime for updates to the Service. No advice or
information, whether oral or written, obtained by you from us or
through the Service will create any other warranty.

COMPANY
MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF
THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL
INTERACTIONS WITH OTHER USERS OF THE SERVICE. COMPANY HEREBY
DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE
SERVICE OR THIRD PARTIES.

UNDER
NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY
INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF
DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT,
THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO
THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE
LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS
AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE
AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE PRIOR YEAR (OR, IF
YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES
OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Cloud
Services and Third Party Services.
Without limitation of the disclaimers and limitations of liability
set forth in Section 9, you acknowledge and agree as follows: (a) we
provide the Service using cloud computing services of one or more
third party cloud providers (collectively, the “Cloud
Providers”);
(b) the price at which we could afford to offer the Service would
vary if we provided the Service other than using such cloud
services; and (c) we shall not be responsible or liable to you for
any act, omission or failure of any Cloud Provider.

The
Service may depend upon, interact with or enable access to third
parties’ information, other content, services or websites (each, a
“Third Party
Service”),
which may in each case be accompanied by separate terms of use. Use
of each Third Party Service may require that you accept additional
terms of use. You must comply with the applicable terms of use when
using the Third Party Service and the Service. We do not endorse,
and hereby disclaim all liability or responsibility to you or any
other person for, any Third Party Services.

Indemnity.
You will indemnify us, and our licensors, providers and agents,
against any and all claims, actions, proceedings, suits,
liabilities, losses, damages, costs, expenses and attorneys’ fees
(“Liabilities”)
arising out of or related to your breach of this Agreement or your
use of the Service (but excluding any Liabilities to the extent
caused by our negligence or willful misconduct). We reserve the
right to assume the sole control of the defense and settlement of
any claim, action, suit or proceeding for which you are obliged to
indemnify us. You will cooperate with us with respect to such
defense and settlement.

Without
limitation of the foregoing, if we receive a subpoena or similar
requirement to disclose Your Content issued by any court or
governmental authority, and we are not a party to the proceeding in
question, you will reimburse us for our reasonable costs and expenses
of complying with such subpoena, including time spent by our
personnel and our attorneys at time and materials rates.

Our Privacy Policy.
We operate the Service under the Privacy Policy published at
[http://whim.social/privacy-policy]
(the “Privacy
Policy”),
which is hereby incorporated into this Agreement. Each party shall
comply with the Privacy Policy.

Digital
Millennium Copyright Act.
We
comply with the provisions of the Digital Millennium Copyright Act
applicable to internet service providers (17 U.S.C. §512, as
amended). If you have any complaints or objections to material
hosted by the Service you may contact our Designated Agent at the
following address:

Any
notice alleging that materials hosted by or distributed through the
Service infringe intellectual property rights must include the
following information: (a) an electronic or physical signature of
the person authorized to act on behalf of the owner of the copyright
or other right being infringed; (b) a description of the copyrighted
work or other intellectual property that you claim has been
infringed; (c) a description of the material that you claim is
infringing and where it is located on the Service; (d) your address,
telephone number, and email address; (e) a statement by you that you
have a good faith belief that the use of the materials on the Service
of which you are complaining is not authorized by the copyright
owner, its agent, or the law; and (f) a statement by you that the
above information in your notice is accurate and that, under penalty
of perjury, you are the copyright or intellectual property owner or
authorized to act on the copyright or intellectual property owner’s
behalf.

Counter
Notices

If
material that you have posted to the Service has been removed or
disabled, you may file a counter notice pursuant to 17 U.S.C. §512
(g). To be effective, the counter notice must be a written
communication sent to the designated agent address listed above that
includes the following: (i) a physical or electronic signature of the
subscriber; (ii) identification of the material that has been removed
or to which access has been disabled and the location at which the
material appeared before it was removed or access to it was disabled;
(iii) a statement under penalty of perjury that you have a good faith
belief that the material was removed or disabled as a result of
mistake or misidentification of the material to be removed or
disabled; and (iv) your name, address, and telephone number, and a
statement that you consent to the jurisdiction of Federal District
Court for the judicial district in which the address is located or,
if your address is outside of the United States, for any judicial
district in which Company may be found, and that you will accept
service of process from the person who provided notification under
subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat
Infringers

It
is our policy to terminate in appropriate circumstances the accounts
of Users that are repeat infringers or repeatedly violate this
Agreement.

Suspension
and Termination.
You may terminate this Agreement at any time by closing your account
and ceasing to use the Service. We reserve the right to suspend
your account and/or access to the Service at any time if we believe
you are in breach of this Agreement. We reserve the right to
terminate this Agreement or to cease to offer the Service at any
time on written notice to you (including by email to registered
Users or posting on our website or mobile applications), for any
reason or no reason.

If
your account is terminated for any reason or no reason, you agree:
(a) to continue to be bound by this Agreement, (b) to immediately
stop using the Service, (c) that the license and rights provided by
us under this Agreement shall end, (d) that we reserve the right (but
have no obligation) to delete all of Your Content, and (e) that we
shall not be liable to you, or any third party, for compensation,
reimbursement, or damages in connection with your use of the Service
or for termination of access to your account.

Sections
1.2, 1.3, 4, 5, 8-11, and 14-22, any accrued obligations and remedies
hereunder, and any other provisions that by their nature should
reasonably survive, shall survive the termination or expiration of
this Agreement.

Modification
of Service and Agreement.
We reserve the right to modify the Service at any time, without
notice to you. We may also from time to time amend this Agreement
prospectively. If we do so, we will notify you by email (for
registered Users) and posting on our website or mobile applications.
You agree that your continued use of the Service constitutes your
agreement to the amended Agreement. If you do not agree to any
amended Agreement that we publish, you must terminate your account
and cease using the Service. Except as set forth above, this
Agreement may be amended or modified only by an express writing
signed by Company.

Applicable
Law. You and we
each agree that all disputes or other matters arising from or
relating to this Agreement, or the use or operation of the Service,
will be governed by the substantive laws of the State of New York,
U.S.A., without regard to its or any other jurisdiction’s
conflicts of laws principles that would apply another law. Any
action or proceeding by you relating to any claim arising from or
relating to the Service or this Agreement must commence within the
shorter of the applicable statute of limitations or one year after
the cause of action has accrued. The United Nations Convention for
the International Sale of Goods is hereby disclaimed.

Arbitration.
We will attempt to resolve disputes with Users to their
satisfaction. If, however, a matter arises that cannot be resolved
promptly between you and us, you agree that any disputes arising out
of or relating to the Service or this Agreement (including the
validity and scope of the agreement to arbitrate and any disputes
with other users of the Service) shall be resolved exclusively by
final and binding arbitration administered by the American
Arbitration Association (“AAA”)
under the Federal Arbitration Act, and shall be conducted before a
single arbitrator pursuant to the applicable Rules and Procedures
established by the AAA (for information on the AAA and its rules,
see adr.org). You agree that the arbitration shall be held in
Charleston, SC, unless the AAA or the arbitrator shall determine
that venue in such city is unreasonably burdensome, in which case
the AAA or the arbitrator shall select a venue that is not
unreasonably burdensome to both you and us. You agree that, if the
AAA shall be unavailable or decline to administer the arbitration,
and the parties do not agree on a substitute, a substitute
administrator or arbitrator shall be appointed by the court. The
arbitrator may render early or summary disposition of some or all
issues, after the parties have had a reasonable opportunity to make
submissions on these issues. At our option, this provision shall
not apply to claims of patent, trademark, or copyright infringement
or misappropriation of trade secrets (collectively, “IP
Claims”). In
addition, you or we may elect to bring an individual claim in a
small claims court, but we do not hereby agree to any personal
jurisdiction that is otherwise lacking.

You
agree that any arbitration shall not permit claims on a class, mass,
representative, or private attorney general basis. You further agree
that no claims of other parties may be consolidated with your or our
claims in the arbitration without both your and our consent. YOU ARE
WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO
PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY
GENERAL, OR CONSOLIDATED ACTION AGAINST US.

If
any part of this Arbitration clause is later deemed invalid as a
matter of law, then it shall be severed and the remaining portions of
this section shall remain in effect, with the exception that if the
preceding paragraph is deemed invalid, then this entire section shall
be deemed invalid and the arbitration clause shall be void.

Jurisdiction.
With respect to any IP Claims that are not subject to arbitration
under the above provision, you hereby consent to non-exclusive
jurisdiction and venue in any federal or state court located within
the State of South Carolina, U.S.A., with respect to any suit, claim
or cause of action arising from or relating to the Service or this
Agreement, and you shall not bring any such suit, claim or cause of
action except in a court located within the State of South Carolina,
U.S.A.

Force
Majeure. In no
event will we be liable for any failure to comply with this
Agreement to the extent that such failure arises from factors
outside our reasonable control. Without limitation of the
foregoing, in the absence of our gross negligence or willful
misconduct we will not be liable for any damages arising from the
acts of hackers or similar bad actors interfering with the Service
or using or disclosing any of Your Content.

Compliance
with Laws. You will
comply with all laws and regulations applicable to your activities
under or in connection with this Agreement, including without
limitation United States export control laws, regulations and
executive orders.

Geography.
We are based in the United States. We make no claims that the
Service or any of its content is accessible or appropriate outside
of the United States. Access to the Service may not be legal by
certain persons or in certain countries. If you access the Service
from outside the United States, you do so on your own initiative and
are responsible for compliance with local laws.

Miscellaneous
Provisions. No
delay or omission by us in exercising any of our rights occurring
upon any noncompliance or default by you with respect to any of the
terms and conditions of this Agreement will impair any such right or
be construed to be a waiver thereof, and a waiver by us of any of
the covenants, conditions or agreements to be performed by you will
not be construed to be a waiver of any succeeding breach thereof or
of any other covenant, condition or agreement herein. No waiver
will be binding on us unless made in an express writing signed by
us. If any provision of this Agreement is found by a court of
competent jurisdiction to be invalid or unenforceable, then this
Agreement will remain in full force and effect and will be reformed
to be valid and enforceable while reflecting the intent of the
parties to the greatest extent permitted by law. Except as
otherwise expressly provided herein, this Agreement sets forth the
entire agreement between us and you regarding its subject matter,
and supersedes all prior promises, agreements or representations,
whether written or oral, regarding such subject matter. Your
registration, this Agreement and your rights and obligations
hereunder are not assignable, or otherwise transferable or
delegable, by you to any third party without our prior written
consent in our sole discretion. Any purported assignment, transfer
or delegation without such consent will be null and void. We may
assign or otherwise transfer or delegate this Agreement (including
any rights or obligations hereunder), including to any purchaser of
our business, from time-to-time in our sole discretion. This
Agreement will be binding upon and inure to the benefit of the
parties’ successors and permitted assigns. This Agreement may be
executed electronically, and your electronic assent or use of the
Service shall constitute execution of this Agreement. You agree
that the electronic text of this Agreement constitutes a writing and
your assent to the terms and conditions hereof constitutes a
“signing” for all purposes. As used herein and unless the
intent is expressly otherwise in a specific instance, the terms
“include,” “includes” or “including” shall not be
limiting and “or” shall not be exclusive. Any section headings
herein are for convenience only and do not form a part of, and will
not be used in the interpretation of, the substantive provisions of
this Agreement. You agree that email to your email address on
record will constitute formal notice under this Agreement. There
shall be no third party beneficiaries to this Agreement.